Securities code: Zhongchang Big Data Corporation Limited(600242) securities abbreviation: St Zhongchang No.: pro 2022013 Zhongchang Big Data Corporation Limited(600242)
Announcement on the resolutions of the 19th meeting of the 10th board of directors
The board of directors shall not be jointly and severally liable for any misrepresentation, omission or material misrepresentation of the contents of this announcement, and shall not guarantee the authenticity and completeness of the contents of this announcement. The 19th meeting of the 10th board of directors of the company was held by means of communication on March 20, 2022. The notice of this meeting was sent to all directors and participants by e-mail on March 20, 2022. The meeting was convened and presided over by Chairman Mr. Ling Yun. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The notice, convening and voting procedures of the meeting shall comply with the provisions of relevant laws and regulations, normative documents and the articles of association. After the deliberation and written vote of all the voting directors present at the meeting, the following proposals were considered at the board meeting:
1、 Deliberated the proposal on convening the first extraordinary general meeting of shareholders in 2022
Voting results: 2 in favor, 6 against and 1 abstained
The proposal was not passed, and the board of directors did not agree to convene the extraordinary general meeting of shareholders. The directors, Mr. Ling Yun, Mr. Fan xuerui, Mr. LV Jinbo, Mr. Han Yong and Mr. Zhou Jian, objected: as the major shareholders of the listed company are still in consultation and have a preliminary unified plan, which replaces the original plan, it is suggested to convene an extraordinary general meeting of shareholders after reaching a final agreement;
Independent director Mr. Lu Xiaotian's objection reason: the board of directors adjusts too many personnel, which is not conducive to the stable operation of the company; Independent director Ying Mingde abstained. Reason: there are too many changes in the board of directors this time, which is not conducive to the development of listed companies. I hope the company has a stable governance structure.
The specific contents of the proposal are as follows:
On March 11, 2022, the company received a letter from the shareholders of Shanghai Aijian Trust Co., Ltd. and Jiangxi Ruijing Financial Asset Management Co., Ltd. (hereinafter referred to as the "proposer") who jointly hold more than 10% of the company's shares to the board of directors requesting the convening of an extraordinary general meeting of shareholders: in order to better help the company solve the current operating difficulties and risks as soon as possible and promote the company to gradually embark on the road of normal operation and development, The proposer proposed to the board of directors of the company to convene the 2022 extraordinary general meeting of shareholders before April 10, 2022 to consider the following proposal by non cumulative voting system: proposal 1: proposal on removing Mr. Ling Yun from the position of director of the 10th board of directors
During his tenure as a director, Mr. Ling Yun failed to clearly plan the company's strategic development path. In order to better help the company solve the current business difficulties and risks as soon as possible and promote the company to gradually embark on the normal business development path, it is proposed to remove Mr. Ling Yun from the position of director of the 10th board of directors.
Proposal 2: proposal on removing Mr. LV Jinbo from the position of director of the 10th board of directors
During his tenure as a director, Mr. LV Jinbo failed to clearly plan the company's strategic development path. In order to better help the company solve the current business difficulties and risks as soon as possible and promote the company to gradually embark on the normal business development path, it is proposed to remove Mr. LV Jinbo from the position of director of the 10th board of directors.
Proposal 3: proposal on removing Mr. Han Yong from the position of director of the 10th board of directors
During his tenure as a director, Mr. Han Yong failed to clearly plan the company's strategic development path. In order to better help the company solve the current business difficulties and risks as soon as possible and promote the company to gradually embark on the normal business development path, it is proposed to remove Mr. Han Yong from the position of director of the 10th board of directors.
Proposal 4: proposal on removing Mr. Zhou Jian from the position of independent director of the 10th board of directors
During his tenure as an independent director, Mr. Zhou Jian failed to clearly plan the company's strategic development path. In order to better help the company solve the current business difficulties and risks as soon as possible and promote the company to gradually embark on the normal business development path, it is proposed to remove Mr. Zhou Jian from the position of independent director of the 10th board of directors.
Proposal 5: proposal on nominating and electing Mr. Wu Biao as a non independent director of the 10th board of directors. The resume of the nominee Mr. Wu Biao is as follows:
Born in 1971, Chinese nationality, doctor degree, senior auditor, senior economist, former deputy general manager, President business assistant and business director of innovation business headquarters of Zhongtai Trust Co., Ltd Assistant to the general manager of investment (Investment Banking) division of China Greatwall Technology Group Co.Ltd(000066) asset management company, deputy leader and deputy general manager of preparatory group of Shanghai free trade division of China Greatwall Technology Group Co.Ltd(000066) asset management company, director and deputy general manager of Great Wall Xinsheng Trust Co., Ltd. At present, he is the Deputy General Manager (presiding over the work) of Shanghai Shanghai Aj Group Co.Ltd(600643) strategic investment management headquarters, and the director and acting general manager of Aijian Asset Management Co., Ltd.
In addition to serving as the deputy general manager of Shanghai Shanghai Aj Group Co.Ltd(600643) strategic investment management headquarters (the shareholder holding more than 5% of the company's shares), Mr. Wu Biao has no other relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's voting rights and their actual controllers, other directors, supervisors and senior managers of the company. Mr. Wu Biao does not hold shares of the company, has no dishonesty, is not allowed to serve as a director, supervisor and senior manager of the company as stipulated in the company law, is prohibited from entering the securities market by the CSRC, is publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
Proposal 6: proposal on nominating and electing Mr. Sun Shuyuan as a non independent director of the 10th board of directors. The resume of the nominee Mr. Sun Shuyuan is as follows:
Born in 1985, Chinese nationality, master's degree, working in China Greatwall Technology Group Co.Ltd(000066) Asset Management Co., Ltd., jintongzhihui Investment Management Co., Ltd. and Shanghai International Trust Co., Ltd., now the legal compliance director of Jiangxi Ruijing Financial Asset Management Co., Ltd.
In addition to serving as the legal compliance director of Jiangxi Ruijing Financial Asset Management Co., Ltd. (a shareholder holding more than 5% of the company's shares), Mr. Sun Shuyuan has no other relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the company's voting rights and their actual controllers, other directors, supervisors and senior managers of the company. Mr. Sun Shuyuan does not hold shares of the company, has no dishonesty, is not allowed to serve as a director, supervisor and senior manager of the company as stipulated in the company law, is prohibited from entering the securities market by the CSRC, is publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
Proposal 7: proposal on nominating and electing Mr. Zhu congshuang as a non independent director of the 10th board of directors. The resume of the nominee Mr. Zhu congshuang is as follows:
Born in 1974, Chinese nationality, doctor degree, AAIA nationality, accountant, economist, worked in China Merchants Bank Co.Ltd(600036) , China Citic Bank Corporation Limited(601998) and financial technology company for many years, and was the president of Xiamen nationality Financial Technology Co., Ltd.
He is currently the chairman of Shenzhen hande Enterprise Credit Service Co., Ltd.
Up to now, Mr. Zhu congshuang has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the voting rights of the company and their actual controllers, other directors, supervisors and senior managers of the company. Mr. Zhu congshuang does not hold shares of the company, has no dishonesty, is not allowed to serve as a director, supervisor and senior manager of the company as stipulated in the company law, is prohibited from entering the securities market by the CSRC, is publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
Proposal 8: proposal on electing Mr. Xu Qiangsheng as an independent director of the 10th board of directors
The resume of the nominee Mr. Xu Qiangsheng is as follows:
Born in 1967, Chinese nationality, doctoral degree, postdoctoral candidate in Applied Economics (Finance) of Institute of finance, Chinese Academy of Social Sciences, once served as independent director and external supervisor of Central Plains Environment Protection Co.Ltd(000544) , Lingbao gold Co., Ltd., Xinda Xincai Co., Ltd., Puyang Puyang Refractories Group Co.Ltd(002225) Co., Ltd; He is currently a professor of Law School of Zhongnan University of economics and law and a member of Jiusan Society.
Up to now, Mr. Xu Qiangsheng has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the voting rights of the company and their actual controllers, other directors, supervisors and senior managers of the company. Mr. Xu Qiangsheng does not hold shares of the company, has no dishonesty, is not allowed to serve as a director, supervisor and senior manager of the company as stipulated in the company law, is prohibited from entering the securities market by the CSRC, is publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
Proposal 9: proposal on electing Mr. Cheng Shuguang as an independent director of the 10th board of directors
The resume of the nominee Mr. Cheng Shuguang is as follows:
Born in 1968, Chinese nationality, bachelor degree, non practicing individual member of China Institute of certified public accountants, former manager of capital and Credit Department of finance company of China Greatwall Technology Group Co.Ltd(000066) computer group company, China National Software And Service Company Limited(600536) chief financial officer and Secretary of the board of directors, chief financial officer of China Huada integrated electrical Design Group Co., Ltd., and now vice president of China Automation Group Co., Ltd.
Up to now, Mr. Cheng Shuguang has no relationship with the controlling shareholder, actual controller, shareholders holding more than 5% of the voting rights of the company and their actual controllers, other directors, supervisors and senior managers of the company. Mr. Cheng Shuguang does not hold shares of the company, has no dishonesty, is not allowed to serve as a director, supervisor and senior manager of the company as stipulated in the company law, is prohibited from entering the securities market by the CSRC, is publicly recognized by the stock exchange as unfit to serve as a director of a listed company, and has not been punished by the CSRC and other relevant departments and disciplined by the stock exchange, There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for investigation by CSRC for suspected violations of laws and regulations.
Zhongchang Big Data Corporation Limited(600242) board of directors March 21, 2022
